Walgreens (WBA) Insider RSUs Converted to $11.45 Cash Plus Asset Right in Merger

Rhea-AI Filing Summary

Senior Vice President and Chief Corporate Affairs Officer Beth Amber L. Fabbri reported a disposition of 124,670 shares of Walgreens Boots Alliance, Inc. common stock on 08/28/2025. The filing shows 0 shares beneficially owned following the reported transaction. The disposal reflects cancellation of restricted stock units (including dividend-equivalent RSUs) in connection with the merger described in the filing: at the merger's effective time each share of common stock was converted into $11.45 in cash plus one divested asset proceed right. The filing notes that consideration for any RSUs that were unvested at the effective time remains subject to continued employment-based vesting conditions.

Positive

• Clear disclosure of the transaction and the merger consideration (cash and divested asset proceed right)
• Compliance with Section 16 reporting showing details of RSU cancellation and vesting-treatment for unvested awards

Negative

• Reporting person holds 0 shares following the transaction, eliminating direct common-stock ownership
• Some RSU payouts remain contingent on continued employment, creating uncertainty about ultimate economic receipt for unvested awards

Insights

Financial Analyst

TL;DR Insider RSUs were cancelled for merger consideration of $11.45 cash plus asset-proceed rights; reporting officer now shows zero shares.

The Form 4 discloses a complete disposition of 124,670 shares reported as resulting from the Merger Agreement dated March 6, 2025. The per-share cash component is $11.45 plus a divested asset proceed right, which converts equity into cash and a separate claim on divested assets. For analysts, the transaction is a corporate event-driven liquidity outcome rather than an open-market sale by the officer; unvested RSU consideration remains contingent on continued service, which preserves some retention mechanics.

Corporate Governance Expert

TL;DR Executive's equity converted under merger terms; Form 4 reflects compliance with Section 16 reporting and vesting contingencies for unvested RSUs.

The filing documents termination of direct share ownership for the reporting officer following the merger's effective time. It clarifies that RSUs, including dividend-equivalent RSUs, were cancelled in exchange for the merger consideration and that payments tied to unvested RSUs remain subject to pre-existing vesting conditions and continued employment. The disclosure is consistent with standard merger-related equity settlement and highlights that some economic exposure may persist through contingent payout rights.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Fabbri Beth Amber L.

(Last) (First) (Middle)

C/O WALGREENS BOOTS ALLIANCE, INC.

108 WILMOT ROAD

(Street)

DEERFIELD IL 60015

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Walgreens Boots Alliance, Inc. [ WBA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP Chief Corp Affairs Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/28/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/28/2025		D		124,670(1)	D	(2)(3)(4)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Includes shares underlying restricted stock units ("RSUs"), inclusive of RSUs issued in lieu of dividends.

2. Pursuant to the Agreement and Plan of Merger, dated as of March 6, 2025 (the "Merger Agreement"), by and among Walgreens Boots Alliance, Inc., a Delaware corporation (the "Company"), Blazing Star Parent, LLC, a Delaware limited liability company ("Parent"), Blazing Star Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), and the other affiliates of Parent named therein, Merger Sub merged with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly owned subsidiary of Parent.

3. At the effective time of the Merger (the "Effective Time") each share of Common Stock was automatically converted into the right to receive from Parent (i) $11.45 in cash, without interest thereon and subject to all applicable withholding (the "Per Share Cash Consideration"), and (ii) one divested asset proceed right issued by Parent or one of its affiliates subject to and in accordance with the divested asset proceed rights agreement (each, a "Divested Asset Proceed Right" and, collectively with the Per Share Cash Consideration, the "Per Share Consideration").

4. Pursuant to the Merger Agreement, each RSU owned by the reporting person at the Effective Time was cancelled in exchange for the Per Share Consideration, provided that, payment of such consideration with respect to any RSUs that were unvested as of the Effective Time will remain subject to the Reporting Person's continued service as an employee, consistent with the vesting conditions applicable to such RSU immediately prior to the Effective Time.

Remarks:

Ms. Fabbri's full title is Senior Vice President and Chief Corporate Affairs Officer

	/s/ Beth Amber L. Fabbri by Cherita Thomas, Attorney-in-Fact	08/28/2025
	** Signature of Reporting Person	Date
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